...monitoring$ Harley E. Ryan Jr.a,*, Roy A. Wiggins IIIb a Department of Finance, E. J. Ourso College of Business Administration, Louisiana State University, Baton Rouge, LA 70803, USA b Department of Finance, Bentley College, Waltham, MA 02452, USA Received 8 October 2003; accepted 18 November 2003 Available online 9 June 2004 Abstract We use a bargaining framework to examine empirically the relations between director compensation and board-of-director independence. Our evidence suggests that independent directors have a bargaining advantage over the CEO that results in compensation more closely aligned with shareholders’ objectives. Firms with more outsiders on their boards award directors more equity-based compensation. When the CEO’s power over the board increases, compensation provides weaker incentives to monitor. Firms with more inside directors and with entrenched CEOs use less equity-based pay. Furthermore, firms with entrenched CEOs and CEOs who also chair the board are less likely to replace cash pay with equity. r 2004 Elsevier B.V. All rights reserved. JEL classification: G30; G34; G38 Keywords: Board of Directors; Compensation; Bargaining power; Agency theory; Regulation $ We thank Tom Arnold, George Baker, Lucian Bebchuk, Alex Butler, Sudip Datta, Mai IskandarDatta, Melissa Frye, Stuart Gillan, Shane Johnson, Jayant Kale, April Klein, Adam Lei, Lalatendu Misra, Brooke Stanley, Lori Walsh, Mike Weisbach, an anonymous referee, and the participants at the NBER...
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...NY 10005 December 7, 2011 RE: Is CEO Compensation Fair? Dear employee, Accompanying this letter is our completed report that discusses the issue of the fairness of current CEO compensation. Although there are two sides of this argument, recent legislation and regulations for reform tend to support those who believe it is unfair. We have evaluated the current standards of CEO compensation and examined why both sides think they should prevail. There are some advantages that strongly support CEO’s huge salaries, including the following: * Provides incentives and motivates the CEO to obtain or surpass corporate objectives * Retains key-value leaders for the long-term, resulting in consistent corporate success * Creates a strong CEO confidence for him/her to reinvest in the corporation (bonds) Our overall research indicates that CEO compensation does not reflect actual performance in most cases. Many CEO’s are grossly over compensated (including stock options, bonuses, hedge funds, and other benefits). The “Golden Parachute” guarantee adds insult to injury. Based on our research, conducted from the UNLV Library periodicals database and online sources, we recommend the following: * Require corporations to adhere to sections 951, 953, 955 and 956 of the Dodd-Frank Bill * Maintain a collective (“Esprit de corps”) work force environment for all employees * Consult third party professional payroll agencies that evaluate and determine appropriate...
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...the wealthy; “The richest ten percent of all households own eighty percent of the financial wealth in America (1)”. Average families have most of their wealth invested in their homes. As for the wealthiest, most of their wealth is invested in the form of business equity, real estate, stocks, bonds, mutual funds, and trusts. This chapter also stresses that wealth does not only create a higher standard of living, but that wealth influences political outcomes. The economic power of the United States is held in large corporations with single corporate owners. Chapter two expands on the information given in chapter one and expands on welfare and education. The main point of the chapter is poverty hurts kids. I will be expanding on the ideas in the two chapters to show that the gap between the wealthy and poverty is extreme and how it effects households, welfare, and education. Section 1.1 concentrates on who owns how much in America, showing the difference between the worker and owner income. “The rich are different from you and me (3)” said F Scott Fitzgerald. The richest ten percent of U.S households own eighty percent of the countries financial assets, such as cash, bank deposits, corporate stocks, and private or public bonds. It is beneficial to be wealthy because you have a cushion that protects you from the fluctuating business cycle. The ups and downs of the business cycle put the working poor and lower middle class at risks when investing in such financial assets. Section...
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...corporate governance, and Post-IPO performance of China’s newly partially privatized firms$ Joseph P.H. Fana,Ã, T.J. Wonga, Tianyu Zhangb a The Chinese University of Hong Kong, Shatin, N.T., Hong Kong b City University of Hong Kong, Kowloon, Hong Kong Received 19 August 2005; received in revised form 31 January 2006; accepted 6 March 2006 Available online 24 January 2007 Abstract Almost 27% of the CEOs in a sample of 790 newly partially privatized firms in China are former or current government bureaucrats. Firms with politically connected CEOs underperform those without politically connected CEOs by almost 18% based on three-year post-IPO stock returns and have poorer three-year post-IPO earnings growth, sales growth, and change in returns on sales. The negative effect of the CEO’s political ties also show up in the first-day stock return. Finally, firms led by politically connected CEOs are more likely to appoint other bureaucrats to the board of directors rather than directors with relevant professional backgrounds. r 2007 Elsevier B.V. All rights reserved. JEL classification: G34; L33; P31 Keywords: Political connections; Corporate governance; IPO performance; Partial privatization; China We appreciate helpful comments from Stijn Claessens, Mara Faccio, Simon Johnson, Florencio Lopez-deSilanes, John McConnell, Randall Morck, Harold Mulherin, Sheridan Titman, Yijiang Wang, Mengxin Zhao, an anonymous referee, and participants in the 2003 ‘‘The Management and Performance...
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...what extent does executive pay influence company performance? Whether there is a relationship between the level of executive pay and company performance is a topic of great interest. The forms of executive pay can be both equity-based compensation which is based on the price of company’s stocks, like stocks and options, and non-equity-based compensation, such as cash compensation- including salary and bonus (Bebchuk & Fried, 2006 ). A company’s performance can be measured by its economic return, in other words, the accounting performance on financial statement (Gulen & Rau, 2009). This essay supports that executive pay may have no significant influence on company performance, because there are some ways that managers can decouple their payments from performance, and this essay will investigate these possible underlying reasons. There are studies examine the relationship between the pay policy and performance, and the results do not support the hypothesis that there is significant link between payment and performance. Kubo (2005) examined this link by investigate a group of Japanese companies and the result showed that companies with high pay-performance sensitivity did not get better performance. Gulen and Rau’s (2009) study on incentive pay also suggested that managerial compensation components such as restricted stock, options and long-term incentive payouts, that are meant to align managerial interests with shareholder value, do not necessarily translate into...
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...MBA 723-41D 1. The idea of separation of ownership and control is fairly straight forward. If a manager has 100% ownership of the firm, then they always act in a manner they perceive to be in the best interest of shareholders because they are the only shareholder. As we have noted in the notes and discussions, large American corporations had evolved to the point that the top managers/executives have very little ownership of the company (less than 1% in most cases). a) Assume that we have a CEO that does not have 100% ownership of the company but has an ownership stake of 33% with no other shareholders having a significant ownership stake in the corporation so that the CEO has effective control over decision making in the organization. What are some of the advantages of the CEO having such a large ownership stake in terms of controlling agency costs? (3 pts) As this particular CEO essentially wears two hats, manager and large shareholder, there is an incentive to maximize the value of the firm. Every decision this CEO makes as a manager will impact the value of the company and thus his own personal wealth. As this CEO has a significantly greater vested interest in the performance of the company, he or she is likely to keep agency costs at a level that allows for a greater margin of profit. Also, as stated in the book, Corporate Governance, Third Edition, by Kim, Nofsinger, and Mohr, “a person whose wealth is significantly tied to a firm and is also directly responsible...
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...Proceedings of the 2nd International Conference on Corporate Governance Garrow A New Hypothesis on the Determinants of Acquisitions Nigel Garrow Introduction Merger and acquisition (M&A) activity is a significant factor in business in most advanced economies. According to Thomson Reuters, the value of M&A deals completed globally during the 12 months to November 2009 was US$1.8 trillion. However, the acquirers’ shareholders often lose value. Much of the literature on M&A is centred on the UK and US markets, with only a modest level of research within Australia This paper suggests a new proposition to explain why M&A activity may be value destroying for the acquirers: Success or failure for the acquiring firm’s shareholders in M&A is a function of the combined tenure, personal motivation, and recent performance of the Chairman and Chief Executive Officer (CEO) of the acquiring firm. This examination of the combined effectiveness of the Chairman and CEO is not something that appears to have been undertaken before. The paper will present the constituent hypotheses of the main proposition, followed by a literature review, a presentation of findings from a pilot study, conclusions and next steps. Four constituent hypotheses, each of which refers to the performance of the Chairman and CEO, arise out of the pilot study: Hypothesis 1. The length of time that the Chairman and CEO of the acquiring firm have been together in their respective positions at the time of the acquisition...
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...explain restatements” by Natasha Burns and “Do Executive Stock Options Generate Incentives for Earnings Management? Evidence from Accounting Restatements” by Simi Kedia. We thank Jean Helwege, Andrew Karolyi, and René Stulz for their comments and advice. We also thank Jim Hsieh, Kose John, Steven Kaplan, Kevin Murphy, Prabhala, Jeremy Stein, Christof Stahel, Ralph Walking, Karen Wruck, David Yermack, participants at the 2003 NBER Universities Research Conference of Corporate Governance, the 2004 AFA Meetings in San Diego, seminars at Arizona State University, Baruch College, Indiana University, Ohio State University, Penn State University, Rice University, Rutgers University, Southern Methodist University, University of Georgetown, University of Houston, University of Illinois, and University of Pittsburgh for helpful comments. All errors are the responsibility of the authors. The Impact of performance-based compensation on misreporting Abstract This paper examines the effect of CEO compensation contracts on misreporting. We find that the sensitivity of the CEO’s option portfolio to stock price is significantly positively related to the propensity to misreport. We do not find that the sensitivity of other components of CEO compensation, i.e., equity, restricted stock, long-term incentive payouts and salary and bonus have any significant impact on the propensity to misreport. Relative to other components of compensation, stock options are associated with stronger...
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...Journal of Economic Perspectives—Volume 17, Number 3—Summer 2003—Pages 71–92 Executive Compensation as an Agency Problem Lucian Arye Bebchuk and Jesse M. Fried E xecutive compensation has long attracted a great deal of attention from financial economists. Indeed, the increase in academic papers on the subject of CEO compensation during the 1990s seems to have outpaced even the remarkable increase in CEO pay itself during this period (Murphy, 1999). Much research has focused on how executive compensation schemes can help alleviate the agency problem in publicly traded companies. To understand adequately the landscape of executive compensation, however, one must recognize that the design of compensation arrangements is also partly a product of this same agency problem. Alternative Approaches to Executive Compensation Our focus in this paper is on publicly traded companies without a controlling shareholder. When ownership and management are separated in this way, managers might have substantial power. This recognition goes back, of course, to Berle and Means (1932, p. 139) who observed that top corporate executives, “while in office, have almost complete discretion in management.” Since Jensen and Meckling (1976), the problem of managerial power and discretion has been analyzed in modern finance as an “agency problem.” Managers may use their discretion to benefit themselves personally in a variety y Lucian Arye Bebchuk is the William J. Friedman Professor...
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...1. Consider Dunlap’s statement on page 3 of the case: “Stakeholders! Every time I hear the word, I ask how much did they pay for their stake? There is only one constituency I am concerned about and that is the shareholder primacy? Do you agree or disagree with Dunlap’s view of shareholder primacy? Explain Generally most reasonable people in a market driven economy would agree that companies are in business to generate economic profitability. Also many people would agree that companies and organizations have certain social responsibilities to the communities in which they make their profit. I believe that profitability and social responsibility can and should be combined in an ideal world. Dunlap’s perspective clearly advocates the point of view the shareholder and he prides himself as being the “shareholder’s savior”. Dunlap’s believes profitability over responsibility and sees stakeholders as merely tools for its owners, the shareholder. He believes the organizational accomplishments are measured by share price, dividends and economic profit not by goodwill or how many friends are made. Stakeholders such as suppliers, government, creditors and employees are the means to maximizing shareholders wealth. I think the rise to prominence of stakeholders has allowed firms to realize that there are people and infrastructure beyond the company which are necessary to it and who must have their interests protected. Dunlap is convinced that society and the stakeholders are best served...
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...I hear people talking about the rise or fall in gas prices or how the cost of a barrel of crude oil has just gone up or down .10 cents. I also hear about how the current hurricane season could pose a threat to the oil industry, as it did last year with hurricane Katrina, putting oil refineries under water or causing extreme damage to them. In this essay I am going to discuss the shifts and price elasticity of supply and demand in the oil and gas industry. I am also going to discuss the oil and gas industry’s positive and negative externalities, wage inequality, and monetary and fiscal policies. Lastly, I will discuss the economic affects and influence on the oil and gas industry. Shifts and Price Elasticity of Supply and Demand The price elasticity is the affect of the price for a good on the demand of that good. If consumers are not affected by the change in price then this good would be referred to as inelastic. If consumers are affected by the change in price then this good would be referred to as elastic. The oil and gas industry is inelastic when the prices rise because, although consumers slightly reduce their consumption of oil and gas, consumers still purchase oil and gas. With gasoline prices in the U.S. approaching an average $3 a gallon, Americans are moaning about the rising cost, but so far they are resisting big changes in their gas-guzzling ways. The early results: High prices do have some effect, but prices would have to be higher than they are today -- and...
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...incentives. The disadvantage with team performance incentives depends on the team and how the performance is graded. Often times, in a group setting, one coworker sees the opportunity to slack off as there are other members that can pull the weight. This can lead to dissension in a group and ultimately will reflect on the performance. The advantage, however, is that when done correctly, a team can collaborate their efforts towards a common goal while creating a synergistic effect. Performance can then be accelerated and each member can be paid accordingly. “Properly designed incentive programs work because they are based on two well-accepted psychological principles: (1) increased motivation improves performance and (2) recognition is a major factor in motivation” (Cascio, 2010 p. 438). These concepts are very applicable to individual incentive performance. When an individual has nobody else to share the incentive with, that means there is nobody to share the workload either. Individuals must be able to motivate themselves and they must be able to accept responsibility when they underperform. The disadvantage in many incentive systems is how the performance is measured. For salespeople, quotas constantly rise and at times the quotas may be unattainable based off of over inflated forecasts. Often times, sales people will underperform deliberately at the end of the year so that they do not overreach their quota. They know that if they go over quota...
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...Marissa Mayer’s Work-From-Home Ban Final Exam Paper Marissa Mayer’s Work-From-Home Ban On July 16, 2012, Marissa Mayer was appointed as President and CEO or Yahoo!. The placement was effective the following day. Mayer is a member of the board of directors at Yahoo! as well. Before taking the position of President/CEO with Yahoo!, Marissa worked for Google for the previous 13 years. She is one of the youngest CEO’s for a fortune 500 company according to Forbes. Since Mayer has taken over as CEO, Yahoo! stocks have risen 59%. (Forbes online, April 2013) In September 2012, two months after becoming CEO, Mayer announced a major change. She implemented a ban on working from home. Mayer made the decision in hopes of creating higher productivity as well as a more unified company culture. In the memo she delivered to Yahoo! employees, Mayer’s states “To become the absolute best place to work, communication and collaboration will be important, so we need to be working side-by-side. That is why it is critical that we are all present in our offices. Some of the best decisions and insights come from hallway and cafeteria discussions, meeting new people, and impromptu team meetings. Speed and quality are often sacrificed when we work from home. We need to be one Yahoo!, and that starts with physically being together.” (Mayer, Forbes Online, 2012) Her decision to take away employee’s ability to work remotely was met with a lot of criticism. Employees were unhappy because a privilege...
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...Revolution Human and Social Capital History of Organizational Behaviour MGMT641_S1_2015_JLarkin Management • Process of working with and through others to achieve organizational objectives efficiently and ethically • What skills are exhibited by an effective manager? • 21st Century managers have to play chess, not checkers MGMT641_S1_2015_JLarkin Evolution of 21st-Century Managers Primary Role Cultural Orientation Source of influence View of people Decision-making style Ethical considerations Past Managers Monocultural, monolingual Formal authority Potential problem Limited input for individual decisions Afterthought Future Managers Multicultural, multilingual Technical knowledge and interpersonal skill Primary resource; human capital Broad-based input for joint decisions Forethought MGMT641_S1_2015_JLarkin 1 The Ethics Challenge “In the Post Enron, post-bubble world, there’s a yearning for corporate values that reach higher than the size of the CEO’s paycheck or even the latest stock price. Trust, integrity and fairness do matter, and they are crucial to the bottom line.” Source: Excerpt from J A Byrne, “After Enron: The Ideal Corporation,” Business Week, August 26, 2002, p. 68 Corporate Social Responsibility Pyramid MGMT641_S1_2015_JLarkin Source: Carroll, A. B. “Managing Ethically with...
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...companies. Things such as wrongful termination and other unethical behaviors can lead to lawsuits against a company. Organizations that have not abided by the codes of ethical behavior have had major consequences, which are shown in throughout this paper. A major question is should an absolutist view be taken towards ethics or should situations be judged at the time of the issue in order to apply the rules the way you see fit? When it comes to ethics any illegal actions are clearly immoral but certain cultures and values create what is wrong and what is right within an organization. Ethical behavior in an organization is key to it running successfully and effectively. Ethical behavior is a combination of individual influences and beliefs with organizational influences. This is important because a company can try to enforce their values but if their employees are not...
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